SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE FIRST PHILIPPINE FUND INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement no.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
THE FIRST PHILIPPINE FUND INC.
152 WEST 57TH STREET
NEW YORK, NEW YORK 10019
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 26, 2000
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The Annual Meeting of Stockholders of The First Philippine Fund Inc.
(the "Fund"), a Maryland corporation, will be held at the offices of Clemente
Capital, Inc., 152 West 57th Street, New York, New York, on Thursday, October
26, 2000 at 9:30 A.M., New York time, for the following purposes:
1. To elect three Class I directors to serve for terms expiring on the
date of the annual meeting of stockholders in 2003.
2. To ratify the selection of PricewaterhouseCoopers LLP as the Fund's
independent accountants for the fiscal year ending June 30, 2001.
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed August 21, 2000 as the record date for
the meeting. Only holders of the Fund's common stock at the close of business on
such date will be entitled to notice of, and to vote at, such meeting or any
adjournments thereof.
The stock transfer books will not be closed.
A copy of the Fund's Annual Report for the fiscal year ended June 30,
2000 has been previously sent to stockholders.
By order of the Board of Directors,
Leopoldo M. Clemente, Jr.
EXECUTIVE VICE PRESIDENT
Dated: September 8, 2000
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IMPORTANT
UNLESS YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED
FOR THAT PURPOSE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
YOUR PROMPT RESPONSE WILL ASSURE A QUORUM AT THE MEETING, THEREBY SAVING YOUR
FUND THE EXPENSE OF FURTHER SOLICITATION OF PROXIES.
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<PAGE>
THE FIRST PHILIPPINE FUND INC.
152 WEST 57TH STREET
NEW YORK, NEW YORK 10019
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PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 26, 2000
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GENERAL INFORMATION
The Board of Directors of The First Philippine Fund Inc. (the "Fund")
solicits the proxies of the holders of the Fund's common stock for use at the
Annual Meeting of Stockholders of the Fund to be held at the offices of Clemente
Capital, Inc., 152 West 57th Street, New York, New York, on Thursday, October
26, 2000 at 9:30 A.M., New York time, and at any adjournments thereof.
This Proxy Statement and the form of proxy enclosed herewith were first
mailed to stockholders on September 8, 2000. Any stockholder who executes and
delivers a proxy may revoke it by written communication at any time prior to its
use or by voting in person at the Annual Meeting. All properly executed proxies
received in time for the meeting will be voted as specified in the proxy or, if
no specification is made, for each proposal referred to in this Proxy Statement.
The cost of soliciting the proxies will be borne by the Fund.
Directors, officers and regular employees of the Fund may solicit proxies by
telephone, telegram or personal interview. In addition, the Fund has retained
the services of Georgeson Shareholder Communications Corporation to solicit
proxies from stockholders. The cost of such services is estimated at $5,000 plus
out-of-pocket expenses. The Fund will, upon request, bear the reasonable
expenses of brokers, banks and their nominees who are holders of record of the
Fund's shares of common stock on the record date, incurred in mailing copies of
the Annual Report, this Notice of Meeting and Proxy Statement and the enclosed
form of proxy to the beneficial owners of the Fund's shares of common stock.
Only holders of issued and outstanding shares of the Fund's common
stock of record at the close of business on August 21, 2000 are entitled to
notice of, and to vote at, the meeting. Each such holder is entitled to one vote
per share of common stock so held on all business of the meeting and any
adjournments thereof. As of the record date, there were 11,225,000 shares of
common stock outstanding.
COPIES OF THE FUND'S ANNUAL REPORT ARE AVAILABLE FREE OF CHARGE TO ANY
SHAREHOLDER. REPORTS MAY BE ORDERED BY WRITING CLEMENTE CAPITAL, INC., 152 WEST
57TH STREET, NEW YORK, NEW YORK 10019 OR CALLING (212) 765-0700.
1
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors (the "Board") is divided into three classes in
accordance with the Fund's Charter and By-Laws. The class of directors (Class I)
whose term will expire at the 2000 Annual Meeting consists of three current
directors, M.A.T. Caparas, Andres R. Narvasa and Stephen J. Solarz, who are each
nominated for election for a term of three years to expire at the 2003 annual
meeting and until their successors are duly elected and qualified.
Directors shall be elected by a plurality of the stock voting at the
Meeting. Votes shall be tabulated by American Stock Transfer & Trust Company.
Abstentions do not constitute a vote "for" or "against" a matter and will be
disregarded in determining votes cast on an issue. Broker "non-votes" (i.e.,
proxies from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
on a particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated the same as abstentions.
Each of the nominees has consented to serve as a director of the Fund
if elected. In the event that any of such nominees should become unavailable for
election for any presently unforeseen reason, the proxies will be voted for such
person, if any, as shall be designated by the Board to replace any such nominee.
The information set forth below as to the ages and principal
occupations of these nominees and the other members of the Board of Directors,
and the number of shares of common stock of the Fund beneficially owned by them,
directly or indirectly, has been furnished to the Fund by such directors or
nominees.
NOMINEES FOR THREE YEAR TERMS EXPIRING IN 2003
(CLASS I)
<TABLE>
<CAPTION>
NUMBER AND
PERCENTAGE
(IF OVER 1%)
OF SHARES
BENEFICIALLY
PRINCIPAL OCCUPATION DIRECTOR OWNED AS OF
NAME AND ADDRESS AGE DURING PAST FIVE YEARS SINCE AUGUST 21, 2000(1)
---------------- --- ---------------------- ------------ ------------------
<S> <C> <C>
M.A.T. Caparas 76 Director, Century Holding Corp., Los October 1994 --
1266 Lubich Drive Angeles, California, 1992 to 1998;
Mountain View, CA Chairman, Philippine Presidential
94040 Commission on Good Government from
1988 to 1990.
*Andres R. Narvasa 69 Chairman, Philippine National Bank since October 1999 --
PNB Financial Building May 1999; Chief Justice of the Supreme
Roxas Blvd. Court of the Philippines from 1991
Metro Manila to 1998.
Philippines
Stephen J. Solarz 60 Member, United States House of October 1994 --
1120 Bellview Road Representatives from 1975 to 1992; President,
McLean, VA 22102 Solarz Associates, an international consulting
firm from 1992 to present; Director,
Central Asian-American Enterprise Fund;
Senior Counselor, Apco Associates, a
public affairs company; Director of
Santa Fe International (an oil drilling
company) and Samsonite Corp. (a luggage
manufacturer).
</TABLE>
2
<PAGE>
MEMBERS OF THE BOARD CONTINUING IN OFFICE
DIRECTORS WHOSE TERMS EXPIRE IN 2001
(CLASS II)
<TABLE>
<CAPTION>
NUMBER AND
PERCENTAGE
(IF OVER 1%)
OF SHARES
BENEFICIALLY
PRINCIPAL OCCUPATION DIRECTOR OWNED AS OF
NAME AND ADDRESS AGE DURING PAST FIVE YEARS SINCE AUGUST 21, 2000(1)
---------------- --- ---------------------- ------------ ------------------
<S> <C> <C> <C>
*Leopoldo M. Clemente, Jr. 62 Executive Vice President and Managing October 1989 1,200(2)
152 West 57th Street Director of the Fund since October 1989;
New York, NY 10019 President and Chief Investment Officer of
Clemente Capital, Inc. since 1987; President
of Clemente Strategic Value Fund, Inc. and
Cornerstone Strategic Return Fund, Inc.
John Anthony B. Espiritu 37 President and Chief Executive Officer of July 1998 500
Ritz Tower Westmont Bank, Manila, Philippines, from
Makati, Metro Manila July 1998 to December 1999 and other
Philippines offices since 1994; Chairman and President
of EBECOM Holdings Co., Inc. (an equity
investment holding company), Makati,
Manila, Philippines, from May 1995 to
present; President of Philippine Racing
Club Inc., Manila, Philippines, from June
1998 to present; Director of Unioil Resources
& Holding Co. Inc. (investment holding
company), Manila, Philippines, from June
1998 to present; Executive Vice President,
Western State Bank, Duarte, California, from
March 1992 to March 1995 and Executive
Director from April 1995 to present; Director
of The Philippine Daily Inquirer and
Consolidated Insurance Company, Inc.
*Benjamin Palma Gil 48 Chairman and Director of the Fund since July 1998 1,000
July 1998; President of Philippine National
Bank and PNB Investments Limited from
July 1998 to January 2000; Executive
Director of Capital Strategy Limited (a
financial advisory firm) from 1994 to July 1998.
</TABLE>
3
<PAGE>
MEMBERS OF THE BOARD CONTINUING IN OFFICE
DIRECTORS WHOSE TERMS EXPIRE IN 2002
(CLASS III)
<TABLE>
<CAPTION>
NUMBER AND
PERCENTAGE
(IF OVER 1%)
OF SHARES
BENEFICIALLY
PRINCIPAL OCCUPATION DIRECTOR OWNED AS OF
NAME AND ADDRESS AGE DURING PAST FIVE YEARS SINCE AUGUST 21, 2000(1)
---------------- --- ---------------------- ------------- ------------------
<S> <C> <C> <C>
*Lilia C. Clemente 59 President and Chief Executive Officer of October 1989 1,200(2)
152 West 57th Street the Fund since October 1989; Chairman
New York, NY 10019 of Clemente Capital, Inc. since 1986;
Director of Canadian Tire Corp.
Roberto de Ocampo 54 President, Asian Institute of Management, October 1998 --
6760 SGV Building September 1999 to present; Chairman,
Ayala Avenue Thomson Ratings Philippines, Inc., June 1999
Makati City, Metro Manila to present; Chairman, Philand Group of
Philippines Companies, June 1999 to present; Chairman,
Prime East Properties, Inc., June 1999
to present; Secretary of Finance,
Republic of the Philippines, February
1994 to January 1998; Director of
ABS-CBN Broadcasting Corp., Alaska Milk
Corp., and PSi Technologies.
Joseph A. O'Hare, S.J. 69 President of Fordham University since October 1989 --
Fordham University July 1984.
Bronx, NY 10458
Robert B. Oxnam 57 Senior Adviser, The Bessemer Group October 1989 100
630 Fifth Avenue Incorporated, November 1992 to present;
New York, NY 10111 President of The Asia Society, (a non-profit,
non-political educational institution), from
1981 to November 1992.
All Directors and Officers as a Group (13 persons) 5000
</TABLE>
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* Directors considered to be persons who are "interested persons" (as defined in
the Investment Company Act of 1940) of the Fund or of the Fund's investment
advisers. Andres Narvasa, Benjamin Palma Gil and Mr. and Mrs. Clemente are
deemed to be interested persons because of their affiliation with the Fund's
investment adviser, Clemente Capital, Inc., or the Philippine Adviser,
Philippine National Bank, or because they are officers of the Fund or both.
(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the directors. Unless otherwise noted, beneficial ownership is
based on sole voting and investment power.
(2) Lilia C. Clemente and Leopoldo M. Clemente, Jr. are wife and husband.
Each disclaims beneficial ownership of the other's shares.
4
<PAGE>
In addition to Mr. and Mrs. Clemente and Mr. Palma Gil, Santiago S. Cua,
Jr., Joaquin G. Hofilena, and Imelda S. Singzon serve as executive officers of
the Fund, as set forth below, at the pleasure of the Board. The address for Mr.
Hofilena is 152 W. 57th Street, New York, NY 10019. The address for Mr. Cua and
Ms. Singzon is PNB Financial Building, Roxas Boulevard, Pasay City, Metro
Manila, Philippines.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AGE DURING PAST FIVE YEARS
---- --- ----------------------
<S> <C>
Santiago S. Cua, Jr. 52 Executive Vice President and Managing Director of the Fund
since October 1998; Executive Vice President of Philippine
National Bank since July 1998; Senior Executive Vice
President, Westmont Bank, from June 1994 to July 1998.
Joaquin G. Hofilena 34 Vice President of the Fund since October 1997; Treasurer
of the Fund since October 1998; Portfolio Manager of the
Fund and Investment Analyst of Clemente Capital, Inc.
Imelda S. Singzon 50 Vice President of the Fund since October 1997; Senior
Vice President of Philippine National Bank since August
1995.
</TABLE>
The Board held four meetings during the fiscal year ended June 30,
2000. Each director, except Robert Oxnam, attended at least 75% of the total
number of meetings of the Board and of all committees of the Board on which they
served. The Board has appointed an Audit Committee, presently consisting of
Messrs. O'Hare, Oxnam, and Solarz, which met once during the fiscal year. All
Audit Committee members are considered to be independent, as that term is
defined under applicable rules of the New York Stock Exchange. The purpose of
the Audit Committee is to advise the full Board with respect to accounting,
auditing and financial matters affecting the Fund. The Board of Directors has
approved a written charter for the Audit Committee, which is attached hereto as
Appendix A. The Audit Committee has (a) reviewed and discussed the Fund's
audited financial statements for the fiscal year ended June 30, 2000, with
management, (b) discussed with the independent auditors required matters to be
discussed under applicable auditing standards, (c) received written disclosures
from the independent auditors as to their independence and other matters, and
(d) recommended that the audited financial statements be included in the Fund's
annual report.
Directors who are not affiliated with Clemente Capital, Inc. (the
"Adviser") or PNB Investments Limited (the "Philippine Adviser") receive an
annual stipend of $8,000 for serving on the Board and its committees, an
additional $750 for each Directors' meeting which they attend in person or an
additional $250 per meeting for attendance by conference call and reimbursement
for out-of-pocket expenses in connection with their attendance at Directors'
meetings. The Fund does not pay any pension or other benefits to its Directors
and no Director receives any compensation from any other registered investment
company for which the Adviser or Philippine Adviser acts as an investment
adviser. For the year ended June 30, 2000, Directors' fees totaled $52,000. For
the fiscal year ended June 30, 2000, the following table sets forth compensation
received by the Fund's directors from the Fund.
5
<PAGE>
NAME OF DIRECTOR COMPENSATION FROM THE FUND
---------------- --------------------------
Benjamin Palma Gil ................................ $ 0
Lilia C. Clemente ................................. 0
Leopoldo M. Clemente, Jr. ......................... 0
M.A.T. Caparas .................................... 0
Andres R. Narvasa ................................. 0
Roberto de Ocampo ................................. 10,250
John Anthony B. Espiritu .......................... 11,000
Joseph A. O'Hare, S.J. ............................ 11,000
Robert B. Oxnam ................................... 9,250
Stephen J. Solarz ................................. 10,500
Adrian Cassidy .................................... 2,000
The Adviser, which pays the compensation and certain expenses of its
personnel who serve as Directors and officers of the Fund, receives an
investment advisory fee.
The Philippine Adviser, which pays the compensation and certain
expenses of its personnel who serve as Directors and as officers of the Fund,
receives an investment advisory fee from the Adviser.
Philippine National Bank ("PNB"), which acts as trustee of a trust fund
arrangement under which certain of the Fund's assets are held in the
Philippines, and which pays the compensation and certain expenses of its
personnel who serve as Directors and as officers of the Fund, receives a monthly
fee of .15% (on an annualized basis) of the Fund's average weekly net assets
held in the trust, subject to a $150,000 minimum fee per year, for
administration of the trust fund arrangement, including portfolio accounting and
valuation services.
As of August 21, 2000, no person owned of record or, to the knowledge
of management, beneficially owned more than 5% of the outstanding shares of the
Fund.
RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS
At a meeting held on July 27, 2000, the Board, including a majority of
Directors who are not interested persons of the Fund, selected
PricewaterhouseCoopers LLP to act as the Fund's independent accountants for the
fiscal year ending June 30, 2001. Such selection is being submitted to the
stockholders for ratification. The employment of PricewaterhouseCoopers LLP is
conditioned on the right of the Fund, by majority vote of its stockholders, to
terminate such employment. PricewaterhouseCoopers LLP has acted as the Fund's
independent accountants from the Fund's inception.
The services to be provided by the Fund's independent accountants
include auditing the Fund's annual financial statements, assistance and
consultation in connection with Securities and Exchange Commission and New York
Stock Exchange filings, and review of the Fund's annual federal and state income
tax returns.
One or more representatives of PricewaterhouseCoopers LLP are expected
to be present at the meeting and will have an opportunity to make a statement if
they so desire. Such representatives are expected to be available to respond to
appropriate questions from stockholders.
6
<PAGE>
INVESTMENT ADVISER AND ADMINISTRATOR
THE INVESTMENT ADVISER
The Adviser, a New York corporation, has its principal office at 152
West 57th Street, New York, New York 10019. Lilia C. Clemente, President and
Director of the Fund, is Chairman and a Director of the Adviser. Leopoldo M.
Clemente, Jr., an Executive Vice President and Managing Director and a Director
of the Fund, is President, Chief Investment Officer and a Director of the
Adviser. In addition to Mr. and Mrs. Clemente, the Adviser's Directors are
Richard McWalters, Chief Executive Officer of the Adviser, Salvador Diaz-Verson,
Jr., President of Diaz-Verson Capital Investments, Inc., an investment advisory
firm located in Columbus, Georgia; Robert J. Christian, Chief Investment
Officer, Wilmington Trust Company, a bank and trust company; and Irving L.
Gartenberg, Esq., general counsel to the Adviser. Mrs. Clemente owns
approximately 60% of the outstanding Common Stock of the Adviser; Wilmington
Trust Company, 1100 North Market Street, Wilmington, Delaware 19890, owns 24% of
the outstanding Common Stock. The address for Mr. and Mrs. Clemente and Mr.
McWalters is 152 West 57th Street, New York, New York 10019. The address for Mr.
Diaz-Verson is 1200 Brookstone Centre Parkway, Suite 105, Columbus, Georgia
31904; the address for Mr. Christian is 1100 North Market Street, Wilmington,
Delaware 19890; and the address for Mr. Gartenberg is 122 East 42nd Street, 46th
Floor, New York, New York 10017.
THE PHILIPPINE ADVISER
The Philippine Adviser was organized in November 1988 under the laws of
Hong Kong and has its principal offices at 110-116 Queen's Road, Central Hong
Kong. The Philippine Adviser is a wholly-owned subsidiary of PNB International
Finance Limited, a wholly-owned subsidiary of PNB. PNB, the fifth largest bank
in the Philippines, is 30% owned by the Philippine Government. However, under
the Articles of Incorporation of PNB, an eleven member, shareholder elected
board of directors directs the affairs and business of PNB, manages and
preserves its properties and assets, and exercises its corporate powers. The
remaining 70% of PNB is owned by various individuals, including Mr. Lucio Tan,
who holds 10 shares in his own name plus the voting rights of 3 shareholders
equivalent to 10.59% of the outstanding capital of PNB. Shareholders holding an
additional 19.22% of the outstanding capital of PNB have committed to vote Mr.
Tan and his nominees to the PNB Board of Directors. PNB serves as trustee of
certain of the Fund's Philippine securities pursuant to a Trust Agreement
between PNB and the Fund dated November 7, 1989. The Philippine Adviser's
Directors are Andres R. Narvasa, Feliciano L. Miranda, Sylvia Chan Lim, Ma.
Cecilia L. Pesayco, and Constantino A. Evasco. The address of all the Directors
is PNB Financial Building, Roxas Boulevard, Pasay City, Metro Manila,
Philippines.
THE ADMINISTRATOR
PFPC Inc., the Fund's administrator, has its principal office at 103
Bellevue Parkway, Wilmington, Delaware 19809.
MISCELLANEOUS
As of the date of this Proxy Statement, management does not know of any
other matters that will come before the meeting. In the event that any other
matter properly comes before the meeting, the persons named in the enclosed form
of proxy intend to vote all proxies in accordance with their best judgment on
such matters.
All shares represented by proxies sent to the Fund to be voted at the
Annual Meeting will be voted if received prior to the Meeting. Votes shall be
tabulated by the Fund's Transfer Agent. A quorum is constituted by the presence
in person or by proxy of the holders of more than 50% of the outstanding shares
of the Fund entitled to vote at the Meeting. Broker non-votes are not considered
voted for this purpose. Shareholders should note that while votes to
7
<PAGE>
abstain and broker non-votes will count toward establishing a quorum, passage of
any proposal being considered at the Meeting will occur only if a sufficient
number of votes are cast for the proposal. Accordingly, votes to abstain, broker
non-votes and votes against will have the same effect in determining whether the
proposal is approved. A plurality of all votes cast at the Meeting is sufficient
to approve Proposals 1 and 2.
In the event that sufficient votes in favor of any proposal set forth
in the Notice of this Meeting are not received by October 26, 2000, the persons
named in the enclosed form of proxy may propose one or more adjournments of the
Meeting to permit further solicitation of proxies. Any such adjournments will
require the affirmative vote of the holders of a majority of the shares present
in person or by proxy at the session of the Meeting to be adjourned. The persons
named in the enclosed form of proxy will vote in favor of such adjournment those
proxies which they are entitled to vote in favor of the proposal for which
further solicitation of proxies is made. They will vote against any such
adjournments those proxies required to be voted against such proposal. The costs
of any such additional solicitation and of any adjourned session will be borne
by the Fund.
2001 ANNUAL MEETING
Stockholder proposals meeting tests contained in the proxy rules
adopted by the Securities and Exchange Commission may, under certain conditions,
be included in the Fund's proxy material for an annual meeting of stockholders.
Pursuant to these rules, proposals of stockholders intended to be presented at
the Fund's 2001 Annual Meeting of Stockholders must be received by the Fund on
or before May 1, 2001 to be considered for inclusion in the Fund's Proxy
Statement and form of proxy relating to that Annual Meeting. Receipt by the Fund
of a stockholder proposal in a timely manner does not insure the inclusion of
such proposal in the Fund's proxy material.
By Order of the Board of Directors,
Leopoldo M. Clemente, Jr.
Executive Vice President
Dated: September 8, 2000
PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD NOW
8
<PAGE>
APPENDIX A
The First Philippine Fund Inc.
AUDIT COMMITTEE CHARTER
A. The Audit Committee shall be composed entirely of independent
directors.
B. The purposes of the Audit Committee are to assist the Board of
Directors in fulfilling its responsibilities with respect to the Fund's
auditing, accounting and financial reporting processes by:
(1) reviewing the Fund's accounting and financial reporting
policies and practices, its internal controls and, as appropriate, the internal
controls of certain service providers;
(2) reviewing the Fund's financial statements and reviewing and
appraising the independent audit thereof; and
(3) providing an open avenue of communication between the Board
of Directors and the independent directors, as appropriate, and the Fund's
independent auditors and Fund management.
The function of the Audit Committee is not operational; it is
management's responsibility to maintain appropriate systems
for accounting and internal control, and the auditors'
responsibility to plan and carry out a proper audit.
C. To carry out its purposes, the Audit Committee shall have the
following duties and powers:
(1) to recommend the selection, retention or termination of
auditors and, in connection there with, to evaluate the independence of the
auditors, including whether the auditors provide any consulting services to the
Adviser, and to receive the auditors' specific representations as to their
independence;
(2) to meet with the Fund's independent auditors, including
private meetings, as necessary (i) to review the arrangements for and scope of
the annual audit and any special audits; (ii) to discuss any matters of concern
relating to the Fund's financial statements, including any adjustments to such
statements recommended by the auditors, or other results of said audits(s);
(iii) to consider the auditors' comments with respect to the Fund's financial
policies, procedures and internal accounting controls and management's responses
thereto; (iv) to review the form of opinion the auditors propose to render to
the Board and shareholders; and (v) to discuss relationships or services that
may impact the objectivity and independence of the auditors and to recommend
that the Board of Directors take appropriate action in response to the auditors
report to satisfy itself of the auditors' independence.
(3) to consider the effect upon the Fund of any changes in
accounting principles or practices proposed by management or the auditors;
(4) to review the fees charged by the auditors for audit and
non-audit services;
A-1
<PAGE>
(5) to investigate improprieties or suspected improprieties
within the Audit Committee's scope of responsibilities; and
(6) to report its activities to the full Board on a regular
basis and to make such recommendations with respect to the above and other
matters as the Committee may deem necessary or appropriate.
D. The Committee shall meet on a regular basis at least once annually
and is empowered to hold special meetings as circumstances require.
E. The Committee shall meet as needed with the appropriate officers of
the Fund.
F. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the expense of the Fund.
G. The Committee shall review this Charter at least annually and
recommend any changes to the full Board of Directors.
A-2
<PAGE>
PROXY
THE FIRST PHILIPPINE FUND INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS -- OCTOBER 26, 2000
The undersigned hereby appoints Lilia C. Clemente & Leopoldo M. Clemente,
Jr., and each of them, the proxies of the undersigned, with power of
substitution to each of them to vote all shares of The First Philippine Fund
Inc. which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of The First Philippine Fund Inc. to be held at the offices of
Clemente Capital, Inc., 152 West 57th Street, New York, New York 10019 on
Thursday, October 26, 2000 at 9:30 A.M., New York time, and at any
adjournments thereof.
UNLESS OTHERWISE SPECIFIED IN THE SPACES PROVIDED, THE UNDERSIGNED'S VOTE
WILL BE CAST FOR ITEMS (1) AND (2).
(Continued, and to be signed and dated, on the reverse side)
<PAGE>
[ X ] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE
1. THE ELECTION OF DIRECTORS:
FOR all nominees listed below (except as marked to the contrary below) [ ]
WITHHOLD AUTHORITY (to vote for all nominees listed below) [ ]
NOMINEES: M.A.T. CAPARAS, ANDRES R. NARVASA AND STEPHEN J. SOLARZ
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
_____________________________________________
FOR AGAINST ABSTAIN
2. RATIFICATION OF SELECTION OF PRICEWATERHOUSECOOPERS [ ] [ ] [ ]
LLP AS INDEPENDENT ACCOUNTANTS.
3. IN THEIR DISCRETION ON ANY OTHER BUSINESS WHICH MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS
THEREOF.
VOTES MUST BE INDICATED (X) IN BLACK OR BLUE INK. PLEASE SIGN AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
SIGNATURE(S) OF STOCKHOLDER_________________________________________________
SIGNATURE(S) 0F JOINT OWNER, IF ANY_________________________________________
DATE:_________________, 2000
PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR ABOVE. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL
TITLE AS SUCH.
<PAGE>
FULBRIGHT & JAWORSKI L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103-3198
HOUSTON
TELEPHONE: 212-318-3000 WASHINGTON, D.C.
FACSIMILE: 212-318-3400 AUSTIN
SAN ANTONIO
WRITER'S INTERNET ADDRESS: DALLAS
[email protected] NEW YORK
LOS ANGELES
WRITER'S DIRECT DIAL NUMBER: MINNEAPOLIS
212-318-3221 LONDON
HONG KONG
September 8, 2000
VIA EDGAR
---------
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The First Philippine Fund Inc. (the "Fund")
Dear Sir or Madam:
Please find attached for filing by means of electronic transmission via
the EDGAR system a copy of the Fund's definitive proxy statement and form of
proxy required to be filed pursuant to Rule 14a-6(b) of the Securities and
Exchange Act of 1934.
Pursuant to Rule 14a-6(d), please be advised that all definitive materials
filed pursuant to paragraph (b) of said Rule are today being released to
stockholders.
Please contact the undersigned at (212) 318-3318 with any questions you
may have.
Sincerely,
/s/William H. Bohnett
William H. Bohnett
Enclosures
WHB/jap
